These terms of service are a binding legal contract between you and iseek.ai d/b/a Adaptix. These terms govern your use of Adaptix services. By using this website or Adaptix services, you accept these terms and agree to be bound by these terms. If you are agreeing to these terms on behalf of your company, you are representing to us that you have read these terms, you have the authority to bind your company, and the term “you” shall refer to your company. If you do not agree to be bound by these terms, then you may not use this website or the Adaptix services. If you register for a free trial of Adaptix services, the applicable provisions of this agreement will also govern that free trial.
From time to time, we may modify, update or delete provisions of these terms by posting those changes on our website. Your continued use of this website and/or Adaptix services after such changes will constitute your acceptance of any such changes to these terms. You agree to check for updates to these terms and conditions of service.
In these Terms, “Adaptix” “We”, “Us” or “Our” will refer to iseek.ai, d/b/a Adaptix and the terms “You” or “Your” or “Customer” will refer to you. You and Adaptix are each individually referred to as a “Party” and collectively as “Parties.”
Account Use Rights, Responsibilities and Restrictions
Your Adaptix Account. You must be at least 18 years of age to purchase or use the Adaptix Services. To use the Adaptix Services You will be asked to register for an account. When You create an account for the Adaptix Services, You must provide accurate account information and promptly update this information if it changes. By creating a Adaptix account, You consent to receive electronic communications from Adaptix, via email, telephone (either by a live person, automatic dialer, prerecorded message or a combination of the foregoing) including marketing messages, newsletters, and other information regarding Adaptix Services and products. Further, You consent to receive such phone calls at the telephone number You entered on our website. You may always opt-out of receiving future commercial emails and marketing communications from Adaptix by clicking on the “unsubscribe” link within any emails received. Please note that Your request not to receive unsolicited commercial emails from Adaptix will not apply to messages that You request or that are transactional in nature as they are related to Your Adaptix Subscription. For example, Adaptix may contact You concerning any services purchased, requested or received from Adaptix, even if You opt out of receiving unsolicited commercial messages. You are responsible for all activity under Your account using Your credentials. You are responsible for maintaining the security of Your account. Do not share Your account passwords and promptly notify Adaptix of any known or suspected unauthorized use or breach of the security of Your account.
Account Ownership. Adaptix has the right to rely on the account information You provide to us to determine account ownership. In cases where account information is inconsistent We will require You to resolve the matter. You agree that You will resolve any account-related disputes directly with the other party claiming the account and use channels outside of Adaptix. Adaptix is under no obligation to resolve disputes between individuals or entities regarding ownership of a Adaptix account. In the event a dispute arises on Your account as to who at Your business has authority to act or manage Your account and Adaptix is not promptly provided with written instructions from the interested parties associated with Your account that fully resolves the dispute, You acknowledge and agree that; (i) if the listed owner of the account is a corporation, limited liability company or other registered entity, Adaptix may rely on public records (to the extent available) concerning the appropriate authorized executives or managers of Your entity; or (ii) if the listed owner is a dba or sole proprietorship, or any other entity for which public records of control are not readily accessible online, Adaptix may assume that the person or entity that has been making payments on Your account has the authority to manage the account.
Use Rights; Responsibilities, Restrictions. Subject to these Terms, Adaptix grants to You during the Subscription Term the non-transferable (except as permitted below), non-exclusive right to permit Your Authorized Users to access and use the Adaptix Service (and any Adaptix Materials provided to You) to allow You to perform contact management, automated marketing, lead tracking and other related business functions included in the Adaptix Service, subject to the following restrictions: (i) except as expressly permitted herein or in a separate partner agreement between You and Adaptix, You may not license, sell, rent, lease, transfer, assign, distribute, display, host, outsource otherwise commercially exploit or make the Adaptix Service or the Adaptix Materials available to any third party; (ii) You may not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Adaptix Service or Adaptix Materials (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law), or access or use the Adaptix Service or Adaptix Materials in order to build a similar or competitive product or service; (iii) Your use of the Adaptix Service (in terms of number of Authorized Users, maximum list sizes, monthly email limitations, etc.) shall conform with the restrictions set forth in the Subscription Agreement for the level of Subscription purchased by You (Adaptix may monitor Your compliance with these limits and if it detects overuse upgrade You to the appropriate higher subscription level) and You shall not manipulate data in an attempt to circumvent these limits; (iv) Your use of the Adaptix Service must not cause undue strain or stress on the Adaptix network through excessive API calls or other non-standard use; and (vi) You will be responsible for each Authorized User’s use of Your Adaptix Service and for their compliance with these Terms. To realize the full value of the Adaptix Service and Professional Services, Your participation and effort are needed. Depending on Your skill set and available time, You may be required to use additional resources to plan and implement marketing campaigns; create content and supporting the interactions of the Services with Your other sales and marketing tools.
No Legal or Financial Advice. You acknowledge that from time to time Adaptix may provide You with marketing information, templates, frequently asked questions and tips on best practices. Such information does not constitute, and should not be considered a substitute for financial or legal advice. We do not warrant or guarantee that use of or compliance with such information will be sufficient to comply with Your obligations under these Terms, applicable law or with third party requirements. Although we have no obligation to monitor the content provided by You or Your use of the Services, we may do so and may block any messages or campaigns, remove any content, including surveys, campaigns, promotions, business content, or otherwise prohibit any use of the Services that we believe may be in violation of these Terms, Acceptable Use Policy, applicable law, and any other relevant use documentation and restrictions made available to You. In no case, will the foregoing make Us responsible or liable for compliance with any such laws or obligations, for which You remain solely responsible and liable.
Technical Support. During the Subscription Term, You will be entitled at no extra charge to access online user guides, knowledge bases and self-help tools, and other technical support resources for the Adaptix Service that may be offered by Adaptix from time to time.
Intellectual Property Rights. Your subscription is a right of access to and use of an online product, the Adaptix Service. You agree that You receive only a limited right to use the Adaptix Service and irrespective of any use of the words “purchase”, “sale” or similar terms, no ownership rights are transferred to You under this Agreement. You acknowledge and agree that Adaptix retains all proprietary rights in and to the Adaptix Services, the Adaptix Materials, the Adaptix website and the Adaptix Application which we may update from time to time. Adaptix also retains all right, title and interest (including all copyrights, patents, service marks, trademarks and other intellectual property rights) in and to the Adaptix Service and Adaptix Materials (including application development, business and technical methodologies, and implementation and business processes, used by Adaptix to develop or provide the Adaptix Service or Adaptix Materials), and any and all updates, enhancements, customizations, revisions, modifications, future releases and any other changes relating to any of the foregoing. Except for the limited access and use rights granted to You under these Terms, You do not acquire any interest in the Adaptix Service or Adaptix Materials. Accordingly, You do not have any right to obtain a copy of the software that supports any Adaptix Service and that Adaptix at its option may make updates, bug fixes, modifications or improvements to the Adaptix Services.
Adaptix’s intellectual property also includes Our user interface display and usability platform comprised in part of the layout, color scheme, HTML pages and source code, etc. You are expressly prohibited from using these for any purpose outside of the intended design and implementation of Your authorized use of the Adaptix Service. Any replication or use of Adaptix intellectual property for any purpose designed or intended to compete with Adaptix Services is strictly prohibited.
You agree that Adaptix can use and disseminate any suggestions, enhancement requests, feedback, recommendations or other information provided by You or any of Your Authorized Users relating to the Adaptix Service or the Adaptix Materials for any purpose without restriction, obligation or compensation to You. Such information is non-confidential and will become the sole property of Adaptix and will not be considered Your Confidential Information.
Free Trial. If we offer You a free trial, the specific terms of Your free trial will be provided in the marketing materials describing the particular trial or at registration. We reserve the right to modify or terminate free trials at any time, without notice and in our sole discretion. At the end of Your free trial, or if You exceed any limits described on the applicable fee schedule You will be subject to fees in accordance with any applicable free trial terms. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding on You.
Changes to the Services. Adaptix reserves the right to modify, add to, discontinue, and/or retire any Adaptix Service and/or any feature of a Adaptix Service at any time. We will make reasonable attempts to provide You with notice of such modifications by posting them on our website. We have no obligation to provide direct notice to You of any such changes. If You object to such change, Your sole remedy shall be to terminate the Adaptix Services. If we discontinue any Service You are using in its entirety, we will make efforts to provide You with advance notice and an opportunity to cancel your Adaptix account.
Alpha, Beta and Pre-Release. Adaptix may also provide You with access to features or services that are identified as alpha, beta or pre-release. You understand that such services are still in development, may have bugs or errors, may be feature incomplete, may materially change prior to a full commercial launch, or may never be released commercially. Despite any other provision of this Agreement, any use of or reliance on alpha, beta or pre-release features or services is done at Your own risk and is provided “As Is” and without warranty of any kind, and the Adaptix indemnity in Section 7.5 does not extend to such alpha, beta or pre-release features or services. Alpha, beta, or pre-release features and services may be subject to additional terms made available to You at the time you access such features and services, and any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding on You.
Suspension of Services. In addition to suspension of the Services for non-payment of fees, We may also suspend the Services immediately upon notice for cause if: (i) You violate (or give us reason to believe You have violated) our Acceptable Use Policy or E-mail Policy; (ii) there is reason to believe the traffic created from Your use of the Services or Your use of the Services is fraudulent or negatively impacting the operating capability of the Services; (iii) We determine, in our sole discretion, that providing the Services is prohibited by applicable Law, or it has become impractical or unfeasible for any legal or regulatory reason to provide the Services; or (iv) subject to applicable Law, upon Your liquidation, commencement of dissolution proceedings, disposal of Your assets or change of control, a failure to continue business, assignment for the benefit of creditors, or if You become the subject of bankruptcy or similar proceeding. We will use commercially reasonable efforts to (a) provide You as much prior notice as possible of any situation that we are aware of that could lead to a right to suspend described in this paragraph, (b) work with You to remedy any situation that could lead to a right to suspend described in this paragraph if such situation can be remedied, and (c) limit any suspension as much a possible given the circumstances leading to the suspension (e.g., to certain phone numbers, sub-accounts or other subset of traffic).
Your Products. You are solely responsible for Your products and services, promotions and campaigns, including any and all injuries, illnesses, damages, claims, liabilities and costs suffered in respect thereto. You agree to provide Your products and services, promotions and campaigns in a safe and professional manner, consistent with applicable laws and industry best practices, including keeping reliable records. You agree to comply with any and all statements and promises You make and for all user assistance, warranty and support of Your products and services, promotions. You further agree to provide contact information for any end-user questions, complaints or claims. You shall bear all costs of procuring and delivering Your products and services, promotions (including any prizes offered), running Your events and campaigns, including any associated shipping, taxes and any other fees associated therewith. You hold all necessary governmental and third-party licenses, approvals, authorizations and registrations necessary to offer Your products and services, promotions, and campaigns.
Ownership of Your Data. As between You and Adaptix, Your Data is and will remain Your property. You grant to Adaptix a non-exclusive right to use, copy, distribute and display Your Data in connection with Adaptix’s operation of the Adaptix Service, in accordance with these Terms. We may monitor use of the Adaptix Service by all of our customers and You agree that we may use and publish such information, provided that such information does not identify You or Your customers. Please note that this license continues even if You stop using our Services. You, not Adaptix, have sole responsibility for the accuracy, integrity, and reliability of Your Data, and Adaptix will not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any of Your Data.
Data Processing. By accessing or using our Services, You consent to the processing, transfer and storage of information about You in and to the United States and other countries, where local law may apply. Adaptix will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Client Data. Those safeguards will include, but will not be limited to, measures designed to prevent unauthorized access to or disclosure of Client Data (other than by You or Your Authorized Users).
Privacy. Notwithstanding anything stated otherwise in these Terms, the Privacy Policy, which is available here and are incorporated by reference into these Terms, shall govern with respect to the collection, use, retention and storage of Your Data. You agree that we may use and share Your Data in accordance with our Privacy Policy. You shall adopt and comply with Your own “customer privacy policy.” Your privacy policy will be posted so that Your customers have notice of Your data collection and use practices, including Your practices with respect to such customer data that You obtain from the use of Adaptix Services or that You provide to Adaptix, and will otherwise comply with applicable law. We have provided You with information regarding Our use of personal data in our Privacy Policy which may be modified by us from time to time. Your customer privacy policy will provide links to our Privacy Policy or include substantially similar disclosures (and update such disclosure from time to time) so that Your customers are aware of how their data is used by You and by Us.
Sensitive Data. You acknowledge that the Services are not intended for the processing of Sensitive Data. You are responsible for ensuring that suitable safeguards are in place prior to transmitting or processing any Sensitive Data over the Services, or prior to permitting Authorized Users to transmit or process Sensitive Data over the Services. Transmission or processing of Sensitive Data is solely at Your own risk. Adaptix will have no additional liability, including, without limitation, any indemnification obligations, whatsoever in connection with any Sensitive Data transmitted or processed via the Services. You will not import or incorporate into any contact lists, Adaptix Service fields or other content You upload to the Service any Sensitive Data. You are prohibited from using the Adaptix Service to process Personal Health Information.
Communications Not Confidential. Adaptix does not guarantee that Your communications made using the Services are confidential. Adaptix generally follows the accepted industry practices to secure the transmission of data to, from and through Our Services, however, You understand, agree and acknowledge that Adaptix cannot and does not guarantee the security of data transmitted over the Internet or public networks in connection with Your use of the Services.
Subscription Term. Your initial subscription period will be specified in Your Subscription Agreement, and, unless otherwise specified in Your Subscription Agreement, it will automatically renew. You may prevent the renewal of the Subscription Term to a Adaptix Service by calling your Customer Success Manager directly or by emailing support@Adaptix.ai at least ten (10) days prior to the end of Your next billing date. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR SUBSCRIPTION IS CONTINUOUS AND UNTIL YOU PROVIDE NOTICE OF NONRENEWAL OR ADAPTIX STOPS PROVIDING THE SERVICES TO YOU CONSISTENT WITH THESE TERMS, ADAPTIX IS AUTHORIZED TO CHARGE YOUR PAYMENT METHOD ON FILE FOR YOUR SUBSCRIPTION (PLUS ANY APPLICABLE TAXES).
Fees and Payment The fees for the Adaptix Service (“Fees”) are set forth in the Subscription Agreement and are payable in advance, irrevocable and non-refundable except as set forth in the Subscription Agreement and these Terms. The then current pricing available on Our website on the date of renewal will apply to Your renewal subscription period. You are liable for all Fees You owe us under any Subscription Agreement. You acknowledge that failure to pay any Fees due under any account You have with us, or amounts under accounts associated with Adaptix Payments or another payment processor, is a breach of these Terms, and in such event You acknowledge we have the right to terminate your account or suspend access to the Adaptix Service associated with any account we have with You or which is under Your control. You agree to provide Adaptix with complete and accurate billing and contact information for Yourself and Your organization, as applicable, and update such information as necessary. Where payment by credit card is indicated in the Subscription Agreement, or You otherwise provide Adaptix with credit card information, You represent that You are authorized to use the credit card that You enter and You authorize Adaptix (or our third party payment processor) to retain Your payment information and to use the payment method and information to charge such credit card (a) at the time that You order the Adaptix Service set forth in the Subscription Agreement, (b) for any billing frequency otherwise established in the Subscription Agreement, and (c) at the time of any renewal, for the amount of fees owing plus any applicable sales taxes for any renewed Subscription Term. Those credit card payments will be subject to any additional terms presented to you by our third-party credit card payment processor, which will be the merchant of record for that transaction. You acknowledge that the amount billed may vary due to usage levels for services such as contacts, users, fax and voice broadcast services and email overages; promotional offers, changes to Your subscription or changes in applicable taxes or other charges, and You authorize Us (or our third-party payment processor) to charge Your payment method for the corresponding amount. Adaptix reserves the right to verify credit/debit card payments prior to acceptance of Your Order. We also reserve the right to (i) obtain and continue using updated credit card account information electronically, when applicable, from the card brands, (ii) retry failed payments in order to complete transactions, including but not limited to, retrying failed cards with extended expiration dates and, (iii) change or amend authorized third parties to assist with payment processing. If Adaptix, in its discretion, permits You to make payment using a method other than a credit card, Adaptix will invoice You at the time of the initial Subscription Agreement and thereafter on a monthly basis in advance of the relevant billing period, and all such amounts invoiced will be due within ten (10) days of Your receipt of Adaptix’s invoice. Late payments shall be subject to a service charge of one and one-half percent (1.5%) per month, or the maximum charge permitted by law, whichever is less. Adaptix reserves the right to revoke permission to use an alternate payment method at any time for any reason. We can set off any obligation You owe us, to the extent permitted by law, against any credit in any account we have with You or under Your control, and You will be liable for the costs we incur to pursue collections against You in order to collect any outstanding Fees, including without limitation attorneys’ and collection agency fees and expenses.
Taxes. You shall pay all personal property, sales, use, value-added, withholding and similar taxes (other than taxes on Adaptix’s net income) arising from the transactions described in these Terms, even if such amounts are not listed on a Subscription Agreement.
Non-Payment; Suspension Rights. Adaptix may terminate the Adaptix Service if the billing or contact information provided by You is false or fraudulent. In the event any payment is 15 days past due Adaptix may, without liability to You, disable Your Adaptix account until balances are paid in full. When disabled, all access will be suspended and data will be unavailable. Adaptix also reserves the right, in its discretion, to immediately suspend, cancel Your access and/or use of the Adaptix Service and/or deny You the right to initiate an account for or otherwise order new or additional Adaptix Services: (i) where any payment is due but unpaid for sixty (60) days or more under any Subscription Agreement or account associated with You and You have been requested but failed to promptly cure such payment failure. If Adaptix suspends Your Adaptix Services in full or part, You continue to remain liable for all Fees during any suspension period. Adaptix may, at its sole option, choose to restore the Adaptix Services during any period of delinquency and such restoration shall not be construed as a waiver of Adaptix’s right to (i) receive full payment for Fees due or (ii) again suspend Your Adaptix Services at any time for non-payment of any unpaid charges. Once cancelled, You will not be able to recover any Adaptix Service information until You bring the Adaptix Account current. Adaptix Service data may be stored for up to sixty (60) days post-cancellation; however, after sixty (60) days, such data will no longer be available to You. Your delinquent Adaptix Account, the Adaptix Account record and delinquent balance may be submitted to a third-party collection service. You agree that Adaptix shall not be liable to You nor to any third party for any suspension or cancellation of the Adaptix Service resulting from Your non-payment of Fees or from a dispute as to the management rights to Your Adaptix Account. You may not create another Adaptix Services account if Your existing account is delinquent in payments or is otherwise not in good standing.
Confidential Information. For purposes of this Agreement, confidential information shall include the business terms in the Subscription Agreement, Your Data, the Adaptix Materials, and any information that is clearly identified in writing at the time of disclosure as confidential or that should be reasonably understood to be confidential by the receiving party given the nature of the information and the circumstances of its disclosure (“Confidential Information”). Each Party agrees: (a) to receive and maintain in confidence all Confidential Information disclosed to it by the other Party or by a third-party; (b) not to use the Confidential Information of the other Party except to the extent necessary to perform its obligations or exercise rights hereunder; (c) to limit the internal dissemination of Confidential Information to those employees and contractors of the recipient who have a need to know and an obligation to protect it; and (d) to protect the confidentiality thereof in the same manner as it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of such Confidential Information). Adaptix will restrict its employees’ access to Your Confidential Information to only those employees necessary as determined in Adaptix’s sole discretion to successfully provide the Adaptix Service. Adaptix may disclose Confidential Information on a need-to-know basis to its contractors who have executed written agreements requiring them to maintain such information in strict confidence and use it only to facilitate the performance of their services for Adaptix in connection with the performance of this Agreement. Except for personal information within Your Data which is at all times understood to be Confidential Information notwithstanding anything to the contrary in these Terms, Confidential Information shall not include information that: (1) is known publicly; (2) is generally known in the industry before disclosure; (3) has become known publicly, without fault of the recipient, subsequent to disclosure by the disclosing party; or (4) the recipient becomes aware of from a third party not bound by non-disclosure obligations to the disclosing Party and with the lawful right to disclose such information to the recipient. This Section will not be construed to prohibit the disclosure of Confidential Information to the extent that such disclosure is required by law or order of a court or other governmental authority. The parties agree to give the other Party prompt notice of the receipt of any subpoena or other similar request for such disclosure.
Credit Card Information. Adaptix agrees that it will retain and store Your provided credit card information only for the minimum amount of time required for business, legal and/or regulatory purposes, and will use standard industry practices to protect such information from unauthorized access, disclosure or use.
Use of Names in Marketing. You may not use Adaptix’s name and credentials without prior written consent. If such consent is granted, You agree to cease or alter such use at Adaptix’s request where such use is contrary to Adaptix’s branding policies, could cause any brand confusion in the market or is otherwise objectionable to Adaptix. Adaptix may use Your business name in an appropriate and acceptable manner for standard marketing promotions, provided that Adaptix agrees to cease or alter such use at Your written request where such use is contrary to Your branding policies, could cause any brand confusion in the market or is otherwise objectionable to You. Acceptable and standard marketing promotions include, but are not limited to: client listings, press releases, surveys, interviews, reputable business publications, television, and website presentation and promotion, etc.
Standard Term. Unless a different Term is specified in a signed Subscription Agreement between You and Adaptix, the Initial Term of Your subscription to an Adaptix Service will begin on the submission or execution of Your Subscription Agreement and shall continue on a month-to-month basis indefinitely, and You shall pay the applicable fees, until the subscription is terminated.
No Early Termination; No Refunds. The Subscription Term will end on the expiration date and You cannot cancel Your Subscription Agreement early without penalty. To prevent automatic renewal of your Subscription, You must provide notice of non-renewal as provided above. All payments are non-refundable, if You should stop using the Adaptix Services during Your Term.
Termination. Adaptix, at its sole discretion, may terminate these Terms and cancel Your Adaptix Services account(s) in the event You commit any material breach of these Terms and fail to remedy that breach within five (5) days after Adaptix will provide written notice of that breach to You.
Effect of Termination. Upon termination of the Subscription Term, all Fees then due and payable to Adaptix must be paid in full even if they have not yet been invoiced to you. Contingent upon its receipt of all such Fees, Adaptix will continue to make Your Data available for downloading for sixty (60) days after the termination date. Following this sixty (60) day grace period, Adaptix has no obligation to preserve or provide Your Data to You, and Adaptix may remove or delete Your Data in Our systems for the Adaptix Service. The provisions of these Terms which by their nature are intended to survive expiration or termination, including but not limited to obligations concerning confidentiality, protection of intellectual property, indemnification and payment of unpaid Fees and expenses, shall survive any termination.
Limited Warranties.
By Adaptix. Adaptix warrants for a period of thirty (30) days following their delivery that all Services provided hereunder will be performed in a workmanlike manner, in substantial conformity with the professional standards for comparable services in the industry. For any material breach of this warranty timely reported by You, Your exclusive remedy shall be the re-performance of the deficient Professional Services, and if Adaptix is unable to re-perform the deficient Professional Services as warranted, You shall be entitled to recover the portion of the Fees paid to Adaptix for such deficient Services, and such refund shall be Adaptix’s entire liability.
By You. You warrant that Your business shall comply with these Terms and with all applicable federal, state and local laws and regulations, as well as all incorporated policies, in connection with Your access to and use of the Adaptix Service. You further represent and warrant that You will not violate any laws and/or regulations that govern Your entity, industry, or relationship with Your own Contacts, including but not limited to consumer protection, privacy, data security, advertising, intellectual property or other laws; or engage in unethical, false or misleading advertising, promotions, or sales efforts and practices in connection with Your use of Adaptix Services including but not limited to unlawful or discriminatory activities, including acts prohibited by the Federal Trade Commission Act, Fair Credit Reporting Act, Equal Credit Opportunity Act, or other laws that apply to commerce. You warrant and agree that You will be responsible for the accuracy, quality and legality of Your Data (including Client Data), including its content and use, obtaining and maintaining all necessary licenses and consents and comply with all relevant legislation in relation to the collection, transfer and disclosure of the Your Data, the means by which You acquired Your Data, Your use of Your Data with the Services, and any information technology infrastructure that interfaces or interoperates with the Adaptix Service.
Adaptix is Not Responsible for Third Party Services. Adaptix may provide You with access to certain Third-Party Services in connection with the Adaptix Services or via the Adaptix website. Use of any such Third-Party Services may be subject to separate terms of service between You and such third party, and not these Terms. Adaptix does not warrant in any manner and will not be responsible for such Third-Party Services and You agree to look solely to the relevant third party provider (and not Adaptix) if and to the extent that You have any complaints or issues relating to the Third-Party Content or its interaction with an Adaptix Service. You agree that Adaptix is not responsible and will not be held liable for any Third-Party Services available on other web sites accessed through links from Adaptix website or Adaptix Services. Links to third-party sites are for Your convenience only, and their inclusion on the Adaptix website does not imply any endorsement, guarantee, warranty or representation by Adaptix. ADAPTIX MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH THIRD-PARTY SERVICES, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR CONDITION OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL ADAPTIX BE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, OR COVER DAMAGES ARISING OUT OF YOUR USE OF OR INABILITY TO USE THIRD PARTY SERVICES OR ANY AMOUNT IN EXCESS OF THE AMOUNT PAID BY YOU FOR THE PRODUCT THAT GIVES RISE TO ANY CLAIM.
Payment Processing Services. Adaptix uses third-party payment processing providers to offer digital payments and billing and may also facilitate use of other third-party payment processing options in conjunction with Your use of the Adaptix Service. In order for You to use any of these payment processing options, You agree that You will create an account with the applicable payment processor(s) You select as a merchant. By creating such an account, You agree that You have reviewed the terms of use of the applicable third party payment processor(s) (the “Payment Processor Terms”) and agree that You will not engage in any activities that violate the Payment Processor Terms and that Your use of payment processing service through Adaptix will not violate any applicable law. You also agree that, notwithstanding any such registration or acceptance of Payment Processor Terms, You are liable for all Fees You owe us under any Subscription Agreement, regardless of whether You use Adaptix Payments or a different merchant processor. You acknowledge that failure to pay any Fees due under any account You have with us, including accounts associated with Adaptix Payments or another payment processor, is a breach of these Terms, and in such event You acknowledge we have the right to cancel or suspend access to the Adaptix Service or Professional Services associated with any account we have with You or which is under Your control. We can set off any obligation You owe us, to the extent permitted by law, against any credit in any account we have with You or under Your control, and You will be liable for the costs we incur to pursue collections against You in order to collect any outstanding Fees, including without limitation attorneys’ and collection agency fees and expenses, and interest at the lesser of 1.5% or highest rate permitted by law. Adaptix is not a party to any Payment Processor Terms, and we have no obligations or liability to You under the Payment Processor Terms or for any services that any such payment processor provides to You. To the extent applicable to the Adaptix Payments or Adaptix Services offerings, Adaptix will comply with that portion of the Payment Card Industry Data Security Standards for which Adaptix is responsible. Third-party payment processors available through Adaptix Services are listed in the Adaptix Services and Adaptix reserves the right to change Payment Processors, subject to the terms of our agreement with such processor.
Warranty Disclaimers. WITHOUT LIMITING A PARTY’S EXPRESS WARRANTIES AND OBLIGATIONS HEREUNDER, AND EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES, AND ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED THROUGH THE SERVICES IS PROVIDED TO YOU ON AN “AS IS,” AND “AS AVAILABLE” AND ADAPTIX SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS TO THE FULLEST EXTENT OF THE LAW. PRE-RELEASE OFFERINGS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH NO WARRANTIES WHATSOEVER, AND ADAPTIX SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY HARM OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH SUCH OFFERINGS. YOU ACKNOWLEDGE THAT THE ADAPTIX SERVICES MAY NOT BE DESIGNED, INTENDED OR RECOMMENDED AS A MEANS BY WHICH TO STORE OR TRANSMIT “PROTECTED HEALTH INFORMATION” (OR ‘PHI’) AS DEFINED UNDER THE UNITED STATES’ HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 AND RELATED OR SIMILAR LAWS (COLLECTIVELY, “HIPAA”). EXCEPT AS OTHERWISE AGREED IN A SEPARATE WRITING SIGNED BY ADAPTIX, ADAPTIX MAKES NO REPRESENTATION OR WARRANTY THAT THE ADAPTIX SERVICES OR THEIR USE WILL COMPLY WITH HIPAA OR WILL RENDER ANY PARTY COMPLIANT WITH HIPAA AND IS RELEASED FROM ANY LIABILITY FOR ITS ACTS OR OMISSIONS RELATING TO HIPAA. TO THE EXTENT THE FOREGOING DISCLAIMER CONFLICTS WITH APPLICABLE LAW, THE SCOPE AND DURATION OF ANY APPLICABLE WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
7.5 Indemnity.
By Adaptix. Adaptix will defend, indemnify, and hold You harmless from and against all claims, demands, actions, suits, discovery demands, including, without limitation, third party subpoenas, government investigations or enforcement actions (“Claim”) brought or threatened against You by a third party and any damages, liabilities, losses, settlements, judgments, costs and expenses (including, without limitation, reasonable attorney’s fees and costs) (“Losses”) related thereto alleging the provision of the Services as permitted hereunder infringes or misappropriates a third party copyright, trade secret, or patent (“Infringement Claim”). However, Adaptix will have no liability or obligation with respect to any (a) Claim and any Losses related thereto arising out of Your use of the Services in breach of these Terms, or (b) Infringement Claim and any Losses related thereto arising out of the combination, operation, or use of the Services with other applications, portions of applications, products, or services where the Services would not by themselves, and without modification, be infringing.
By You. You will defend, indemnify and hold Adaptix, its officers, directors, employees, agents, stockholders, and affiliates (“Adaptix Indemnified Parties”) harmless from and against all Claims brought or threatened by a third party against a Adaptix Indemnified Party and any Losses related thereto alleging or arising out of (a) Your or any of Your Users’ breach of or activities under these Terms; (b) Your or any of Your Users’ use of the Services; or (c) Your acts or omissions in connection with the provision of Your products or services, including, without limitation, any related intellectual property Claims.
Infringement Options. If Your use of the Services has become, or in Adaptix’s opinion is likely to become, the subject of any infringement Claim, Adaptix may at its option and expense: (a) procure for You the right to continue using the Services as set forth herein; (b) modify the Services to make them non-infringing; or (c) if the foregoing options are not reasonably practicable, terminate these Terms and refund you any unused pre-paid fees. This states your exclusive remedy for any infringement Claim by a third party.
Indemnification Procedures. In the event of an indemnity obligation, the Indemnified Party shall: (i) promptly notify the Indemnifying Party in writing of such claim; (ii) allow the Indemnifying Party sole control of its defense and settlement (provided that a party may not settle, defend or resolve a claim unless it unconditionally releases the other party of all liability to any third party); and (iii) provide the Indemnifying Party all available information and reasonable assistance at the Indemnifying Party’s cost. The Indemnified Party reserves the right, at its own expense, to participate in the defense of a Claim. A party’s indemnification obligations are expressly conditioned upon the Indemnified Party’s compliance with this Section, provided that, the failure to provide notice of a claim will not limit the rights of an Indemnified Party hereunder except to the extent that such failure materially prejudices the ability of the Indemnifying Party to defend such claim.
Limitation of Liability. EXCEPT FOR DAMAGES ARISING FROM A BREACH OF YOUR OBLIGATIONS UNDER THE USE, RIGHTS, RESPONSIBILITIES, RESTRICTIONS SECTION, IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, COVER, LOSS OF DATA, LOSS OF BUSINESS, , EVEN IF ADAPTIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, IN NO EVENT WILL ADAPTIX’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT PAID BY YOU TO ADAPTIX DURING THE SIX-MONTH PERIOD PRECEDING THE ALLEGED LIABILITY EVENT. THE FOREGOING SHALL APPLY REGARDLESS OF WHETHER SUCH LIABILITY SOUNDS IN CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY OF LIABILITY. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS ON LIABILITY. ONLY LIMITATIONS THAT ARE LAWFUL IN THE APPLICABLE JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU ACKNOWLEDGE AND AGREE THAT NEITHER ADAPTIX NOR THE ADAPTIX SERVICES ARE INTENDED TO PROVIDE LEGAL, TAX OR FINANCIAL ADVICE RECOMMENDATIONS RELATED TO YOUR USE OF THE ADAPTIX SERVICES. WE WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY BASED ON YOUR RELIANCE ON OR USE OF ANY INFORMATION CONTAINED IN ANY ADAPTIX SERVICES OR ADAPTIX MATERIALS. ADAPTIX WILL NOT BE LIABLE AND WILL HAVE NO OBLIGATION TO INDEMNIFY YOU FOR SENSITIVE, PERSONAL, OR CLIENT DATA SENT TO ADAPTIX.
Notice. All notices required or permitted to be given under this Agreement will be in writing and delivered to the other party by any of the following methods: (i) hand delivery, (ii) certified U.S. mail, return receipt requested, postage prepaid, (iii) overnight courier, or (iv) electronic mail. If you give notice to ADAPTIX, you must use the address iseek.ai/Adaptix, 6805 Route 202, New Hope, PA 18938 or the following email address: support@Adaptix.ai. If ADAPTIX provides notice to you, ADAPTIX must use the contact information provided by you to ADAPTIX. All notices will be deemed received as follows: (i) if by hand-delivery, on the date of delivery, (ii) if by delivery by U.S. mail, on the date of receipt appearing on the return receipt card, (iii) if by overnight courier, on the date receipt is confirmed by such courier service, or (iv) if by electronic mail, 24 hours after the message was sent, if no “system error” or other notice of non-delivery is generated.
Assignment. You do not have a right to assign these Terms without providing prior notice to and obtaining the prior written consent of Adaptix. Any purported assignment in violation of this Section shall be void. We can assign these Terms without Your consent.
Additional Terms.
This web site is controlled and operated, at least in part, by ADAPTIX personnel located in Pennsylvania. These Terms of Use will be governed by and construed in accordance with the laws of the State of Pennsylvania, without giving effect to its conflict of laws provisions or your actual state or country of residence. This web site is considered a passive web site and simply browsing of this web site does not give rise to personal jurisdiction over ADAPTIX.
Any claim arising between you and ADAPTIX shall be governed by the laws of the State of Pennsylvania, without respect to its conflict of law provisions or your actual state or country of residence. You agree that any claim arising between you and ADAPTIX shall be decided exclusively by a court of competent jurisdiction in Bucks County, Pennsylvania. If for any reason a court of competent jurisdiction finds any provision or portion of the Terms of Use to be unenforceable, the remainder of the Terms of Service will continue in full force and effect. This Agreement contains the entire understanding of the parties regarding its subject matter and supersedes all prior and contemporaneous agreements and understandings between the parties regarding its subject matter. No waiver of any terms of this Agreement shall be deemed a continuing waiver of such term or any other terms and ADAPTIX’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right. You agree, regardless of any applicable law that any cause of action you may have must be brought within one year after claim or cause of action occurs or it shall be deemed waived by you. This Agreement will not be assignable or transferable by you without the prior written consent of ADAPTIX. ADAPTIX may freely assign its rights and obligations under this Agreement at its sole discretion.
ADAPTIX Services and Software. Any ADAPTIX service or software, including any files, images incorporated in or generated by the service or software, and data accompanying the software (collectively “Software”), that may be made available on this web site is licensed to you by ADAPTIX, and no ownership rights pass to you. You shall not copy, distribute, sell, modify, transfer, decompile, reverse engineer, disassemble or create derivative works from any Software.
Force Majeure. Except for Your obligation to pay Fees, neither party will be responsible for failure of performance due to causes beyond its control.
Export. All or part of our services may be subject to U.S. export control and economic sanctions laws and other applicable export and import laws (“Export Controls”). You agree to abide by all Export Controls as they relate to Your access and use of our services. You may not access or use the Services if You are located in a jurisdiction where the provision of our Services is prohibited by law (a “Prohibited Jurisdiction”), and You may not provide access to our Services to any government, entity or individual located in any Prohibited Jurisdiction. You represent and warrant that: (i) You are not named on any U.S. government list of persons or entities prohibited from receiving U.S. exports, or transacting with any U.S. person; (ii) You are not a national of, or a company registered in, any Prohibited Jurisdiction; and (iii) You will comply with all applicable laws regarding the transmission of technical data exported from the United States and the country in which You are located.
Severability. If any provision of these Terms is determined to be illegal or unenforceable, that provision will be limited to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect.
Relationship of Parties. No joint venture, partnership, employment, or agency relationship exists between Adaptix and You as a result of these Terms or use of the Adaptix Service.
Waiver. The failure of either party to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing.
